Securities code: Beihai Gofar Chuanshan Biological Co.Ltd(600538) securities abbreviation: Beihai Gofar Chuanshan Biological Co.Ltd(600538) Announcement No.: pro 2022011
Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Announcement of resolutions of the 16th meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of directors
Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as "the company") sent a notice on convening the 16th meeting of the 10th board of directors by telephone and e-mail on March 15, 2022. The meeting was held by on-site and communication voting on March 25, 2022. 9 directors should participate in the voting, 9 actually participate in the voting, and the convening and The convening and voting comply with the relevant provisions of the company law and the articles of association, and the convening of the meeting is legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and adopted the 2021 president's work report
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
2. Deliberated and adopted the work report of the board of directors in 2021
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
3. Deliberated and adopted the financial final accounts report of 2021
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
4. Deliberated and adopted the financial budget report for 2022
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
5. Annual profit distribution plan 2021 approved
Audited by Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as "Tianjian certified public accountants"), in 2021, the company realized a net profit of 104865 million yuan attributable to the shareholders of the listed company, the accumulated profit available for distribution by investors at the end of 2021 was -425270700 yuan, and the capital reserve at the end of 2021 was 78481400 yuan.
The company made a profit in 2021, but since the accumulated undistributed profit is negative, the company plans not to distribute the profit or convert the capital reserve into share capital in 2021.
The independent directors of the company expressed the following independent opinions: the company made profits in 2021, but since the accumulated profits available for distribution by investors are negative, it is reasonable for the company not to distribute profits and convert capital reserve into share capital in 2021. We agree to the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
6. Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
For details of the 2021 annual report summary, please refer to Shanghai Securities News, securities times, Securities Daily, China Securities News and the website of Shanghai Stock Exchange on March 29, 2022（ http://www.sse.com.cn. ）； See the website of Shanghai stock exchange for the full text of the 2021 annual report.
7. The proposal on the renewal of the company's 2022 financial report audit institution and internal control audit institution was deliberated and adopted
In order to maintain the continuity and stability of the company's audit work, it is agreed to renew the appointment of Tianjian certified public accountants as the company's 2022 financial report audit institution and internal control audit institution. The audit fee is 700000 yuan, including 500000 yuan for financial report audit and 200000 yuan for internal control audit. The audit fee in 2022 is the same as that in 2021.
The prior approval opinions issued by the independent directors are as follows:
In providing audit services for the company, Tianjian certified public accountants has been able to fulfill its duties, follow the independent, objective and fair practice standards, fully complete the relevant audit work, and the audit report issued can objectively and truly reflect the company's financial situation and operating results. Tianjian certified public accountants has many years of experience and ability to provide audit services for listed companies, and its practitioners have good professional quality. Therefore, we agree to renew the appointment of Tianjian certified public accountants as the auditor and internal control auditor of the company's financial report in 2022, and submit the proposal to the 16th meeting of the 10th board of directors for deliberation.
The independent opinions expressed by the independent directors are as follows:
(1) Tianjian certified public accountants has rich professional experience and the ability to undertake the internal control audit and financial report audit of listed companies. During many years as the company's audit institution, the auditors are reasonably equipped, follow the independent, objective and fair practice standards, perform the audit procedures in strict accordance with relevant regulations, and carry out and complete the audit work diligently and responsibly; The audit report issued by it can truly, accurately and objectively reflect the company's financial status, operating results and internal control status;
(2) The review and voting procedures of this renewed accounting firm comply with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders;
(3) Agree to the above-mentioned proposal on the renewal of the accounting firm, and agree to submit it to the general meeting of shareholders of the company for deliberation.
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
For details, please refer to Shanghai Securities News, securities times, Securities Daily, China Securities News and the website of Shanghai Stock Exchange on March 29, 2022（ http://www.sse.com.cn. ）The announcement on renewing the appointment of accounting firms disclosed.
8. Deliberated and adopted the 2021 annual internal control evaluation report
The audit committee of the board of directors of the company issued the following independent opinions:
In accordance with the requirements of the enterprise internal control standard system and relevant regulations, the company has maintained effective internal control over financial reporting in all major aspects, and there are no major defects and important defects in internal control over financial reporting and non-financial reporting. Tianjian Certified Public Accountants (special general partnership) audited the effectiveness of internal control related to the company's financial report and issued a standard unqualified audit report.
The company's 2021 internal control evaluation report comprehensively, truly and accurately reflects the actual situation of the company's internal control.
The independent directors of the company expressed the following independent opinions:
According to the requirements of relevant laws and regulations such as the basic norms of enterprise internal control and the guidelines for the evaluation of enterprise internal control, the company has self evaluated the construction of the company's internal control system as of December 31, 2021, and prepared the company's 2021 annual internal control evaluation report on this basis. We have established and implemented the company's internal control system during the construction and implementation of the company's annual control system, which truly reflects the company's actual internal control process. We agree to this motion.
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 29, 20222021 annual internal control evaluation report disclosed.
9. The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted
The independent directors reviewed the proposal and expressed the following independent opinions:
It is verified that the deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of the raised funds of listed companies, and there is no violation of laws and regulations in the deposit and use of the raised funds. The special report on the deposit and use of the company's raised funds in 2021 prepared by the board of directors of the company complies with the provisions of the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) and relevant format guidelines, and truthfully reflects the deposit and actual use of the company's raised funds in 2021. We agree with this report.
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
For details, please refer to Shanghai Securities News, securities times, Securities Daily, China Securities News and the website of Shanghai Stock Exchange on March 29, 2022（ http://www.sse.com.cn. ）Special report on the deposit and actual use of raised funds in 2021 disclosed.
10. Deliberated and adopted the 2021 annual work report of independent directors of the 10th board of directors
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 29, 20222021 annual work report of independent directors of the 10th board of directors disclosed.
11. Deliberated and adopted the 2021 annual performance report of the audit committee of the 10th board of directors
Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 29, 20222021 annual performance report of the audit committee of the 10th board of directors disclosed.
12. The proposal on the completion of 2021 annual performance commitments of the company issuing shares and paying cash to purchase assets was deliberated and adopted
Wu Peicheng, a related director, avoided voting.
Voting results: there were [8] affirmative votes, [0] negative votes, and [0] abstention votes. The affirmative votes accounted for [100]% of the effective voting rights of the board of directors
The independent financial consultant Minmetals Securities Co., Ltd. issued verification opinions on relevant matters, and Tianjian Certified Public Accountants issued assurance reports on relevant matters. For details, please refer to Shanghai Securities News, securities times, Securities Daily, China Securities News and the website of Shanghai Stock Exchange on March 29, 2022（ http://www.sse.com.cn. ）Special instructions on the completion of 2021 performance commitments of the company issuing shares to purchase assets.
13. Deliberated and passed the proposal on correction and retroactive adjustment of accounting errors in the previous period
In accordance with the requirements of the regulatory concern letter on Relevant Issues of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (GJH [2021] No. 755) issued by Guangxi securities regulatory bureau and the relevant provisions of the accounting standards for Business Enterprises No. 28 - changes and error correction of accounting policies and accounting estimates, and the Compilation Rules for information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information, Agree to make error correction and retroactive adjustment to the company's 2020 financial statements.
The board of directors of the company believes that the correction of the company's accounting errors complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information, and the corrected information can more objectively and fairly reflect the company's financial situation and operating results. Agree to the correction of accounting errors.
Independent directors express independent opinions as follows:
The correction and retroactive adjustment of accounting errors comply with the relevant provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information. The corrected financial data and financial statements can truly and accurately reflect the operating results and financial position of the company in 2020, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The deliberation and voting procedures of this accounting error correction comply with the provisions of laws, regulations and the articles of association. We agree to the correction of accounting errors. Voting results: [9] in favor, [0] against, and [0] abstention. The affirmative vote accounts for [100]% of the effective voting rights of the board of directors
For details, please refer to Shanghai Securities News, securities times, Securities Daily, China Securities News and the website of Shanghai Stock Exchange on March 29, 2022（ http://www.sse.com.cn. ）Announcement on correction and retroactive adjustment of major accounting errors in the previous period disclosed.
14. The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
In order to meet the needs of the company's daily production and operation, the daily related party transactions of the company in 2022 are expected. The prior approval opinions issued by the independent directors are as follows:
We believe that the daily related party transactions expected to occur between the company's holding subsidiary and related parties in 2022 are required for normal production and operation, which is conducive to the synergy between the holding subsidiary and related parties and belongs to normal business behavior. The pricing of this day-to-day related party transaction is fair and reasonable, which will not affect the independence of the company and its holding subsidiaries, and will not damage the interests of the company and all shareholders. It is agreed to submit the proposal to the 16th meeting of the 10th board of directors for deliberation.
Independent directors express independent opinions as follows:
The daily related party transactions between the company and related parties in 2022 belong to normal business transactions and are the needs of the company's daily business development. During the transaction, the pricing is reasonable and fair, which has no adverse impact on the company's financial status, operating results and independence, and there is no damage to the interests of the company and other shareholders. The deliberation and voting procedures of the proposal comply with the provisions of relevant laws, regulations and the articles of Association. We
